STYLECLICK, Inc.
                              5105 Goldleaf Circle
                              Culver City, CA 90056

                                                                  March 21, 2001

                                                                      California
                                                        Evidence Code Sect. 1152
Via Hand Delivery

Maurizio Vecchione
645 Ocampo Drive
Pacific Palisades, CA  90272

Dear Mr. Vecchione:

     Styleclick,  Inc. (the "Company") and you have agreed to the termination of
your employment with the Company upon the following terms and conditions:
     1. You hereby acknowledge and agree that, effective as March 21, 2001, (the
"Termination Date" or "Severance  Date"), you voluntarily  resigned as President
and Chief Executive  Officer of the Company and from all positions you occupy as
an officer or director  of the Company or any  subsidiary  or  affiliate  of the
Company, and you voluntarily terminated your employment with the Company and any
of its affiliates.
     2. (a) The employment  agreement  dated as of July 27, 2000 between you and
the Company (the  "Employment  Agreement")  will  terminate  when the  Company's
payments  under  Sections  2(b)  and 4 have  cleared,  (excluding  the  Sections
expressly incorporated herein by reference).
     (b) In  lieu  of the  compensation  payable  to you  under  the  Employment
Agreement,  the Company will pay to you $210,000.00 on or before March 28, 2001.
This  $210,000.00  sum is not subject to mitigation  and belongs  exclusively to
you.
     (c) You are  entitled  to your  vested  account  balance  in the  Company's
Section 401(k) Plan as of the  Termination  Date, if any, in accordance with the
terms and  conditions of such plan.  The Company will provide you with a summary
of the  procedures  for all such benefits to be  transferred to a private 401(k)
plan or individual retirement account to be established by you.
     (d) Your short term  disability  insurance will end on the Severance  Date.
Your Long-Term Disability Plan coverage ends on the Severance Date and cannot be
converted or continued.
     (e) Your  coverage  under the  Company's  group health and dental plans and
Group Life and Accidental  Death &  Dismemberment  Insurance,  to the extent you
currently participate in these plans, ends on the last day of the calendar month
of the  Severance  Date,  i.e.,March  31,  2001.  If you wish to  continue  your
participation and that of your eligible dependents in the Company's group health
and dental plans after the coverage ends, you may do so under applicable federal
law ("COBRA") by  completing  and returning in a timely manner the election form
that will be mailed to you under separate  cover.  All Group Life and Accidental
Death &  Dismemberment  Insurance,  to the extent you currently  participant  in

<PAGE>
these plans,  may be  converted to  individual  plans.  Information  about these
options  will be forwarded  to you under  separate  cover.  To  accommodate  the
continuation  of your Company  health  insurance  under COBRA,  the Company will
agree to pay you $250 per month for the eight months of April  through  December
2001.
     3. (a) During your employment at the Company, you have been granted various
stock options by the Company granted to you pursuant to Stock Option  Agreements
between yourself and the Company  (collectively,  the "Stock Option  Agreement")
under the Company's stock incentive plan (the "Plan").  With respect to those of
your options which are vested and  exercisable as of the  Termination  Date, you
will be able to exercise all such options for a period of 3 months following the
Termination  Date  unless  the  Stock  Option  Agreement  or the  Plan  provides
otherwise,  and you will be able to sell your founder's common stock pursuant to
the volume  trading  restrictions  provided  in Section  3(b)  below.  Any stock
options to purchase shares of the Company or to purchase shares of USA Networks,
Inc.  ("USAi") not vested and exercisable at the  Termination  Date shall expire
immediately,  and you hereby  agree to forfeit  all  unvested  stock  options to
purchase  shares of the Company or USAi.  You agree that,  subject to  paragraph
3(a) above, upon this forfeiture you have no rights to or interests in any stock
options or stock under the Stock  Option  Agreement,  the Plan,  the  Employment
Agreement or otherwise. The founder's stock in the approximate amount of 375,000
shares is already  owned and  controlled  by you, and was and is not part of the
Stock  Option  Agreement  or Plan,  and is not  governed by this Section 3(a) or
Section 3(c) below.
     (b) In the absence of written approval,  for the period commencing fourteen
(14) days from the date hereof  (until April 4, 2001),  you shall not  transfer,
sell, bequeath or otherwise dispose of any shares of the Company's common stock.
On or after April 4, 2001, you shall be free to sell the Company's  common stock
subject only to the  limitations  of Rule 144 of the  Securities Act of 1933, if
applicable.
     (c) Except as expressly  provided  otherwise in this paragraph 3, all terms
of the  Stock  Option  Agreement  shall  remain  in full  force  and  effect  in
accordance  with the terms and  conditions  therein and unchanged and are hereby
confirmed in all respects.
     4. The Company shall have the right to deduct from all payments  under this
Agreement  amounts  required to be withheld by the Company under  applicable tax
laws, which are estimated to be under 40%. The Company shall also have the right
to deduct any personal  account  balances  (including  but not limited to travel
advances)  or  other  outstanding  monies  due by you to the  Company  from  the
payments to which you may be entitled under this  Agreement.  The Company agrees
to pay you for  approximately  five weeks of accrued vacation on or before March
28, 2001.
     5. It is  hereby  agreed  that  your  obligations  under  Section  5 of the
Employment Agreement entitled "Confidential Information;  Non-Solicitation;  and
Proprietary  Rights"  and  Section  6.7 of  the  Employment  Agreement  entitled
"Indemnification"  survive the termination of your employment and termination of
the Employment  Agreement and are  incorporated  herein by reference;  provided,
that,  you no longer  have any  obligation  to provide  consulting  services  as
provided in Section 5.2 of your Employment Agreement, which is now superseded in
all respects pursuant to in Section 2(b) above.
<PAGE>

     6. (a) For and in  consideration  of and upon your  receipt of the payments
reflected in Sections 2(b) and 4 above,  and promises made herein by you, on the
one hand,  and the Company and USAi,  on the other,  each of you and your heirs,
executors,   administrators,   trustees,   legal   representatives  and  assigns
(collectively,  "you and your  Representatives") and the Company, USAi and their
respective affiliates,  divisions, branches, predecessors,  successors, assigns,
directors,   officers,  employees,  agents,  partners,  members,   stockholders,
representatives and attorneys, in their individual and representative capacities
(collectively,  the "Company and its Representatives") hereby waive, release and
forever discharge each other of and from any and all actions,  causes of action,
suits,  debts,  dues,  sums  of  money,  accounts,   reckonings,  bonds,  bills,
specialties,   covenants,  contracts,   controversies,   agreements,   promises,
variances,  trespasses,  damages,  judgments,  extents,  executions,  claims and
demands whatsoever  (including attorneys fees, costs and disbursements  actually
incurred),  in law, admiralty or equity, whether known or unknown,  suspected or
unsuspected,  of every kind and nature whatsoever,  which may now exist or which
may later  arise,  including  without  limitation  under  Title VII of the Civil
Rights Act of 1964, as amended, 42 U.S.C. Sect. 2000 et seq.; the Rehabilitation
Act of 1973, as amended;  the Fair Labor  Standards  Act, as amended,  29 U.S.C.
Sect. 201 et seq.; the Age Discrimination in Employment Act, 29 U.S.C. Sect. 621
et seq.; the Americans With Disabilities  Act, 42 U.S.C.  Sect. 1001 et seq. and
Sect.  12,112 et seq.; the Employee  Retirement  Income Security Act of 1974, as
amended,  29 U.S.C. Sect. 1001 et seq.; the Reconstruction Era Civil Rights Act,
as amended,  42 U.S.C.  Sect.  1981 et seq.; the California  Fair Employment and
Housing Act;  the  California  Labor Code;  the New York State Human Rights Law,
N.Y. Exec. Law Sect. 296 et seq., the New York City Administrative Code, and all
other federal, state and local laws, statutes,  rules or regulations of any type
or description,  including contract law, tort law, civil rights laws, express or
implied  covenants  of good  faith or fair  dealing,  and  otherwise,  regarding
employment  discrimination  or the employment of labor, or otherwise,  which you
and your  Representatives ever had, now have or hereafter can, shall or may have
against  the  Company  and its  Representatives  or any of them for,  upon or by
reason of any matter,  cause or thing whatsoever from the beginning of the world
to the day of the date of this Agreement,  except as otherwise  provided in this
Agreement.  Without  limiting the  generality  of the  foregoing,  and except as
expressly set forth in this Agreement,  you and your  Representatives  expressly
waive any right or claim for  reinstatement  of employment,  backpay,  interest,
bonuses, damages, accrued vacation, accrued sick leave, medical, dental, optical
or hospitalization  benefits,  accidental death and dismemberment coverage, long
term disability coverage,  stock or other interests in the Company,  USAi or any
affiliate,  life insurance benefits,  overtime,  severance pay and/or attorneys'
fees or costs with respect to or derivative of such  employment with the Company
or the termination thereof or otherwise.

     (b) Both you and the Company acknowledge  awareness of and hereby waive any
rights and benefits  afforded by the California  Civil Code Section 1542,  which
provides:

          "A general  release does not extend to claims which the creditor  does
          not know or suspect to exist in his favor at the time of executing the
          release,  which  if known by him must  have  materially  affected  his
          settlement with the debtor."

     Notwithstanding  the  possibility  that you or the  Company  may  hereafter
discover  facts  different from or in addition to those now known or believed to
be true,  both you and the Company hereby  expressly waive all rights under such
Civil Code Section and any other statute or legal principle of similar effect.

<PAGE>

     (c) For and in  consideration  of the promises made by you herein and other
good and  valuable  consideration,  the Company and its  Representatives  hereby
waive, release and forever discharge you and your heirs,  successors and assigns
of and from any and all actions,  causes of action,  suits, debts, dues, sums of
money, accounts,  reckonings, bonds, bills, specialties,  covenants,  contracts,
controversies,  agreements, promises, variances, trespasses, damages, judgments,
extents,  executions,  claims and demands whatsoever  (including attorneys fees,
costs and disbursements actually incurred), in law, admiralty or equity, whether
known or unknown, suspected or unsuspected, of every kind and nature whatsoever,
which may now exist or later arise,  and all claims under state contract or tort
law  which  the the  Company  and its  Representatives  ever  had,  now  have or
hereafter  can,  shall or may have  against you and your heirs,  successors  and
assigns for, upon or by reason of any matter, cause or thing whatsoever from the
beginning  of the  world to the day of the  date of this  Agreement,  except  as
otherwise provided in this Agreement.

     (d) Notwithstanding anything to the contrary set forth in this paragraph 6,
neither you nor the Company release, waive or discharge the other party from (i)
any  claims  to  seek  to  enforce  this   Agreement  or  (ii)  any  claims  for
indemnification or contribution with respect to any liability incurred by you as
a director or officer of the Company.

     (e) For the  purpose  of  implementing  a full  and  complete  release  and
discharge of each party,  each party expressly  acknowledges that this Agreement
is intended to include in its effect,  without  limitation,  all claims or other
matters  described in this  paragraph 6 that such party does not know or suspect
to exist in his or its  favor at the time of  execution  hereof,  and that  this
Agreement  contemplates the  extinguishment  of any and all such claims or other
such  matters.  The  Representatives  who are not a party to this  Agreement are
third party  beneficiaries  of this  Agreement  and are  entitled to enforce its
provisions.
     7. You hereby represent that you have not filed or commenced any proceeding
against the Company and its  Representatives,  and hereby covenant and agree not
to file or commence any proceeding  against the Company and its  Representatives
with respect to your employment with the Company or the termination  thereof, or
otherwise,  arising on or prior to the date of execution of this Agreement.  You
also agree that if you  breach  these  representations  or  covenants,  then you
authorize the Company and its  Representatives to, and each shall have the right
to,  cause any such  proceeding  to be  dismissed  on the grounds  that you have
completely  released and waived such  proceeding.  You do,  however,  retain the
right to sue the Company to enforce this Agreement should you elect to do so and
should it be necessary to do so due to the Company's breach of this Agreement.
     8. You hereby represent that you have not engaged in any willful misconduct
or willful  material breach of any fiduciary  duties,  and agree and acknowledge
that the Company  retains  without  limitation its full rights and remedies with
respect to willful misconduct or willful material breach of any fiduciary duties
by you.
     9. In accordance with normal ethical and professional  standards,  prior to
and following the Termination Date, you and the Company jointly agree to refrain
from taking  actions or making  statements,  written or oral,  which  denigrate,
disparage or defame the goodwill or reputation of either  Maurizio  Vecchione or
the  Company,  USAi  and  their  respective  affiliates,   divisions,  branches,
predecessors,   successors,   assigns,  trustees,  officers,  security  holders,
partners,  agents and former and current  employees  and  directors or which are
intended to, or may be reasonably  expected to,  adversely  affect the morale of
the  employees of any of the Company.  You and the Company  further agree not to
make any negative  statements to third parties  relating to Maurizio  Vecchione,
your  employment (or the  termination  thereof) or any aspect of the business of
the  Company,  USAi  and  their  affiliates  and not to  make  any  negative  or
unfavorable   statements  to  third  parties  about  the  circumstances  of  the
termination  of your  employment,  or the  Company,  USAi and  their  respective
affiliates,  divisions, branches,  predecessors,  successors, assigns, trustees,
officers,  security holders,  partners,  agents and former and current employees
and  directors  and  employees,  except  as  may  be  required  by  a  court  or
governmental  body. The Company will take  reasonable  steps to advise  actively
employed executive officers of the Company and its subsidiaries,  and members of
their boards of directors not to denigrate, disparage or defame your reputation.

<PAGE>

     10.  You  represent  and  warrant  that  you are not in  possession  of any
records, files, notes,  memoranda,  reports, work product and similar items, and
any manuals,  drawings,  sketches,  plans, tape recordings,  computer  programs,
disks, cassettes and other physical representations of any information, relating
to the Company,  USAi or any of their  affiliates,  whether or not  constituting
confidential  information;  that you have  returned  all  such  material  to the
Company and have not provided  such  material to any third  party.  You agree to
return to the Company or USAi, as the case may be, any property  (including  but
not limited to your laptop computer)  described above or otherwise  belonging to
the Company or USAi of which you are in possession, if any.
     11. You agree to make yourself  reasonably  available to cooperate with the
Company to respond to requests by the Company for third-party  subpoenas  served
on you which  relate,  directly or  indirectly,  to the Company,  and which seek
information  concerning  matters  involving  facts  or  events  relating  to the
Company,  USAi or an  affiliate  or  subsidiary  thereof that may be within your
knowledge. You also agree to assist the Company on reasonable notice, USAi or an
affiliate or subsidiary thereof as reasonably  requested with respect to pending
and  future  litigations,  business  transition  issues,  arbitrations  or other
dispute  resolutions.  You also agree to make yourself  reasonably  available to
assist  the  Company,   USAi  and  its   affiliates  in   connection   with  any
administrative,  civil or criminal  matter brought by or brought  against any of
them, in which and to the extent the Company,  USAi or its affiliates reasonably
deem your  cooperation  necessary.  You shall be reimbursed for your  reasonable
out-of-pocket expenses incurred as a result of such cooperation.
     12. The  parties  agree  that,  subject  to the  Company's  obligations  to
disclose  information as required by law, your termination of employment will be
announced only by statements  mutually  agreed upon and approved by the parties,
and no  subsequent  comments  shall be made to the media or through other public
statements by any party hereto regarding your termination of employment that are
inconsistent  with such statements,  except as may be required by applicable law
or regulation.
     13. You  acknowledge  that,  during the course of your  employment with the
Company, you may have developed Confidential  Information (as defined below) for
the Company, and you may have learned of Confidential  Information  developed or
owned by the Company, USAi or their affiliates or entrusted to the Company, USAi
or their  affiliates  by  others.  You  agree  that you will  not,  directly  or
indirectly,  use any Confidential Information or disclose it to any other person
or entity, except as otherwise required by law.

<PAGE>

     "Confidential  Information"  means any and all information  relating to the
Company  which is not  generally  known by the  public or  others  with whom the
Company  does (or  plans  to)  compete  or do  business,  as well as  comparable
information  relating  to  any  of  the  Company's  subsidiaries.   Confidential
Information  includes,  but is not limited to, information relating to the terms
of  this  Agreement,  as  well  as the  Company's  customer  lists  and  related
information,  its products and services, its methods,  quality control measures,
logistics,  its costs, sources of supply,  strategic marketing plans, forecasts,
sales, profits,  pricing methods,  personnel information,  the terms of business
relationships  not yet publicly known,  intellectual  property and the filing or
pendency of patent applications.  Without limitation,  Confidential  Information
also  specifically  includes any and all  information  relating to the Company's
environmental,  health  and  safety,  OSHA or  regulatory  issues.  Confidential
Information also includes,  but is not limited to,  comparable  information that
the Company may  receive or has  received  belonging  to  customers,  suppliers,
consultants and others who do business with the Company, or any of the Company's
subsidiaries.

     "Confidential Information" does not include any information that is: (i) at
the time of  disclosure,  available  from  public  sources  or is in the  public
domain,  through no fault of your own;  (ii)  received by you from third parties
without  breach of a  non-disclosure  obligation to the Company;  (iii) shown to
have  been  developed  independently  by you prior to your  employment  with the
Company;   (iv)  readily   discoverable  from  publicly  available  products  or
literature;  (v)  approved for your  disclosure  (other than to a party bound by
non-disclosure  obligations) by prior written  permission of the Chief Executive
Officer of the  Company;  or (vi)  required  by a judicial  tribunal  or similar
governmental  body to be  disclosed  under  law  (provided  that you have  first
promptly notified the Company of such disclosure requirement and have cooperated
fully with the Company in exhausting all appeals objecting to such requirement).
     You  recognize  that any  violation of your  obligations  described in this
section of this  Agreement  may result,  in the  forfeiture by you of any or all
payments  and other  benefits  under this  Agreement.  You also agree  that,  in
addition  to and  without  limiting  the  availability  of any  other  legal  or
equitable  remedies  the  Company may have  against  you,  the Company  shall be
entitled  to an  injunction  restraining  you  from  further  violation  of this
section.

     14.  This  Agreement  and all  matters or issues  related  hereto  shall be
governed by the laws of the State of California  applicable to contracts entered
into and performed therein.  Whenever possible, each provision of this Agreement
shall be  interpreted  in such a  manner  as to be  effective  and  valid  under
applicable law, but if any provision of this Agreement shall be prohibited by or
invalid under such law, such  provision  shall be  ineffective  to the extent of
such  prohibition  or  invalidity,  without  invalidating  the remainder of such
provision or the remaining provisions of this Agreement. Each of the Company and
USAi hereby consents to, and you hereby submit your person to, the  jurisdiction
of all  state  courts  of the  State  of  California  for  the  purposes  of the
enforcement  of this  Agreement.  All  disputes  under  this  Agreement  will be
determined in the Federal or State courts within the state of California.
     15. (a) This Agreement is personal in its nature and the parties shall not,
without  the  prior  written  consent  of the  other,  assign or  transfer  this
Agreement  or any  rights  or  obligations  hereunder;  provided,  however,  the
provisions  hereof  shall  inure to the benefit  of, and be binding  upon,  each
successor  of the Company or USAi or any of its  affiliates,  whether by merger,
consolidation or transfer of all or substantially all of its assets.
     (b) Upon your  receipt of the  payments  reflected  in Sections  2(b) and 4
above,  this Agreement and the Stock Option Agreement will thereafter  represent
the entire  understanding  of the parties hereto  relating to the subject matter
herein  contained and supersede all prior agreements or  understandings  between
the parties hereto with respect  thereto,  including,  without  limitation,  the
Employment  Agreement  (excluding  the Section  thereof  incorporated  herein by
reference  as set forth in  paragraph  5 hereof),  and can be changed  only by a
writing signed by all parties hereto.  No waiver shall be effective  against any
party  unless in writing and signed by the party  against whom such waiver shall
be enforced.

<PAGE>

     16. All notices and other  communications  hereunder  shall be deemed to be
sufficient if in writing and  delivered in person or by a nationally  recognized
courier service, addressed, if to you, to the address set forth above;

                                    and if to the Company, to:
                                    Styleclick, Inc.
                                    5105 Goldleaf Circle
                                    Culver City, California  90056
                                    Attention:  General Counsel

                                    With a copy to:
                                    USA Networks, Inc.
                                    152 West 57th Street
                                    New York, New York  10019
                                    Attention:  General Counsel

     or such other  address as you or the Company or USAi may have  furnished to
the other  parties in writing.  Each notice  delivered in person or by overnight
courier  shall be deemed given when  delivered or when delivery is attempted and
refused.
     17. In case any provision or provisions  contained in this Agreement  shall
for any reason be held to be invalid, illegal or unenforceable in any respect by
any court or administrative body with competent  jurisdiction,  such invalidity,
illegality or unenforceability shall not affect the remaining provisions hereof,
which shall remain in full force and effect.  Any  provision(s) so determined to
be invalid,  illegal or unenforceable  shall be reformed so that they are valid,
legal and  unenforceable  to the  fullest  extent  permitted  by law or, if such
reformation  is impossible,  then this  Agreement  shall be construed as if such
invalid, illegal or unenforceable  provision(s) had never been contained herein;
provided  that,  upon a finding by a court of competent  jurisdiction  that this
Agreement is illegal and/or unenforceable, you shall be required to repay to the
Company the payments set forth herein.
     18. This  Agreement  may be executed  in two or more  counterparts,  all of
which shall be considered one and the same agreement.
     19. You and the Company  acknowledge and agree that, in deciding to execute
this  Agreement,  you and the Company  have each relied  entirely  upon your own
respective judgment,  that you and the Company have read this Agreement and have
had  adequate  time to consider  its terms and effects and to ask any  questions
that you may have of anyone,  and that you and the Company  have  executed  this
Agreement  voluntarily and with full  understanding of its terms and its effects
on you, and that no fact,  evidence,  event or transaction  currently unknown to
you but which may later become known to you will affect in any way or manner the
final and unconditional  nature of this Agreement.  You further acknowledge that
(a) you were  advised to consult  with an  attorney  before  you  executed  this
Agreement;  (b) you were afforded sufficient opportunity to and did consult with
an  attorney;  and (c) you have 7 days from your  receipt of this  Agreement  to
consider this Agreement  before  executing and delivering this  Agreement.  Both
parties hereto were represented by counsel with respect to this Agreement.

<PAGE>

     20.  You agree that you will not accept  any  nomination  to the  Company's
Board, nor will you serve on the Company's Board after the payments reflected in
Sections  2(b) and 4 have been  provided to you. You agree that  effective as of
the  Termination  Date,  you will make a good faith effort to amend Article I of
the Stockholders Agreement,  dated as of July 27, 2000, by and among Styleclick,
Inc.,  USANi  Sub LLC,  USA  Networks,  Inc.,  Styleclick.com,  Inc.,  and Joyce
Freedman, Lee Freedman and Maurizio Vecchione (the "Stockholders Agreement"), so
as to eliminate the rights  provided  thereunder as they apply to the Individual
Stockholders  (as such term is defined in the  Stockholders  Agreement).  For as
long as the Company maintains  Directors and Officers  insurance  coverage,  you
will remain  covered under such  Company's  policy for all acts you committed in
your capacity as a director or officer of the Company.

<PAGE>
     BY SIGNING THIS AGREEMENT, BOTH PARTIES STATE THAT:

     (a) THEY  HAVE EACH READ THIS  AGREEMENT  AND HAVE HAD  SUFFICIENT  TIME TO
CONSIDER ITS TERMS;

     (b) THEY EACH  UNDERSTAND ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT
AND KNOW THAT THEY ARE GIVING UP IMPORTANT RIGHTS;

     (c) THEY EACH AGREE WITH EVERYTHING IN THIS AGREEMENT;

     (d) THEY ARE EACH AWARE OF THEIR RIGHT TO CONSULT  WITH AN ATTORNEY  BEFORE
SIGNING THIS AGREEMENT AND HAVE BEEN ADVISED OF SUCH RIGHT;

     (e) THEY HAVE EACH SIGNED THIS AGREEMENT KNOWINGLY AND VOLUNTARILY; AND

     (f) THIS  AGREEMENT  INCLUDES  A RELEASE BY THE  COMPANY  AND BY YOU OF ALL
KNOWN AND UNKNOWN  CLAIMS,  EXCEPT AS LIMITED BY THIS AGREEMENT AND EXCEPT AS TO
THE OBLIGATIONS REFLECTED IN THIS AGREEMENT.

<PAGE>

If the foregoing correctly sets forth our understanding, please sign one copy of
this  Agreement and return it to the  undersigned,  whereupon  this letter shall
constitute a binding agreement between us.

                                          Sincerely,
                                          Styleclick, Inc.

                                          By: _________________________
                                              Name:   Barry Hall
                                              Title:  CFO


I,  Maurizio  Vecchione,  acknowledge  that I have been given at least seven (7)
days from the date of this Agreement to consider the terms contained  herein.  I
also  acknowledge  that I have been  advised to consult  with a lawyer  prior to
signing this  Agreement.  I knowingly  and  voluntarily  agree to and accept the
terms outlined in this Agreement without reservation and fully understand all of
its terms.

ACCEPTED AND AGREED:

___________________________
Maurizio Vecchione